The storm is expected to slam ashore late Friday or early Saturday on the heels of Tropical Storm Bonnie, which dumped heavy rain on Florida's soaked Panhandle.

Officials in Pinellas County, which covers the peninsula that shelters Tampa Bay from the Gulf and includes Clearwater and St. Petersburg, declared a state of emergency and ordered nearly 400,000 people in low-lying areas to move inland.

In neighboring Hillsborough County, which includes Tampa, officials also declared a state of emergency and ordered residents in three evacuations zones to leave by 6 a.m. Friday morning.

Sarasota County, to the south of Tampa Bay, also ordered residents in low-lying areas and those in mobile homes to leave.

At 8 p.m. ET, Charley remained a Category 2 storm with maximum sustained winds near 105 mph (165 kph), according to the National Hurricane Center in Miami.

The storm was centered just east of the Isle of Youth or about 90 miles (145 kilometers) south of Havana, Cuba, and was moving north-northwest at about 17 mph (27.3 kph).

Forecasters expect the storm to enter the warm waters of the Gulf of Mexico, where they predict it will begin a turn to the northeast and gather strength.

Charley would reach Category 3 status at 111 mph (178 kph). Hurricanes are ranked 1 to 5 on the Saffir-Simpson scale measuring hurricane strength. That could happen overnight or on Friday.

"We're gearing up to take a hit," Craig Fugate, director of the Florida Division of Emergency Management, said at a news conference in Tallahassee.

"We're going to have every pump, every sandbag out there. The only question is where do we put them."

That remained a question because forecasters have been slowly but consistently moving the storm's expected landfall north up the Gulf Coast.

"Right now the projection is it will land somewhere in the Tampa Bay area," Gov. Jeb Bush said at the same news conference. "And so we've got 24 hours to get our citizens prepared. Where the hurricane lands is relevant, of course, but it's going to affect millions of people regardless of where it lands."

While Bush said he believes most people will be mindful of the storm, several residents of Clearwater said that they would believe it when they see it. The area has not been hit by a hurricane since 1921.

After hitting the Gulf Coast, forecasters said, Charley probably will continue on a northeasterly track across Florida -- becoming the first storm to go from one side of the state to the other since Hurricane Andrew in 1992 -- and then up the Eastern Seaboard right on the heels of Bonnie. (Map: Charley's predicted path)

Warning from governor

Apalachicola on the Panhandle took a direct hit from a dissipating Tropical Storm Bonnie at 11 a.m., when it came ashore with 50 mph (80 kph) winds and torrential rains. (Map: Bonnie's predicted path)

Bush cautioned residents not to take Bonnie for granted.

"It's going to dump a ton of water on an already-drenched region of the state," he said.

Bonnie weakened as it moved inland and at 5 p.m. ET. It had maximum sustained winds of 35 mph (56.3 kph) and was dumping heavy rain. All tropical storm warnings were discontinued.

State Attorney General Charlie Crist warned businesses against price-gouging residents for items such as lumber, gasoline or ice as the storms approach. Crist said the state has established a toll-free number for Florida consumers, (800) 646-0444.

"Please call if you even suspect this may be happening, so the attorney general's office can protect you," he said.

Rare one-two punch

Bonnie and Charley are the second and third named storms of the 2004 Atlantic hurricane season. The first, Hurricane Alex, skirted the Outer Banks of North Carolina last week.

Rappaport said it is not uncommon to have several storms brewing in the Atlantic region but it is unusual to have two of them threatening the same state simultaneously.

"We don't have anything in our records -- and the hurricane center was established about 50 years ago -- to suggest that we've had a similar occurrence during that period.

"But if you go back further in the data, it looks like there may have been one other incident like this about 100 years ago. [In] 1906. Florida was hit by two storms in about a 24-hour period."